The Legal 500

Bulgaria > Capital markets

At Borislav Boyanov & Co, partner Damian Simeonov heads the finance practice group and leads on capital markets work. In 2008, the firm advised UniCredit Market & Investment Banking, as sole bookrunner, and the Bank of New York Mellon, as trustee for the bondholders, in relation to the issue of €65m of exchangeable bonds by Chimimport. The firm also continues to act for Goldman Sachs International regarding the distribution of units and shares in a Luxembourg-based umbrella fund. Work included advising on prospectus passporting, public offering and share distribution in Bulgaria for the fund. Clients note that Damian Simeonov is ‘one of the leading lights of his field; he has my complete confidence’.

Dimitrov, Tchompalov & Todorova Ltd are an oddity in the Bulgarian market. They are essentially a small, high-powered and well-respected capital markets practice, with a track record of handling multi-million-Euro IPOs for major international and domestic institutions. That status and history makes it very difficult for any other firm to match them for capital markets work. 2008 saw the firm advise Chimimport Holland on a €65m issue of 7% secured exchangeable bonds. This was a landmark transaction as Chimimport, the holding company, was the first Bulgarian corporate to issue exchangeable bonds. The firm also advised the IPO of TechnomarketDomo, the first dual listing and cross-border settlement project in Bulgaria, involving a Dutch-approved prospectus, passported to UK and Romania for IPO and listing purposes, and to Bulgaria for listing. However, the closing of this transaction was delayed, emphasising the almost total stagnation of capital markets in the final months of 2008. In November, the firm entered into a very close association with Stoeva, Kuyumdjieva & Vitliemov, which brings banking and M&A expertise to the relationship. Together the two firms should weather the financial storm, which will be a relief to one client, who says ‘there simply is no better firm when it comes to big-ticket IPOs and innovative capital markets work; they are a gem of the Bulgarian market’. All three partners, Dimitar Dimitrov, Iordan Tchompalov and Katya Todorova, are recommended.

The ‘sharp-minded experts’ at Djingov, Gouginski, Kyutchukov & Velichkov remained busy throughout 2008. Headed by partner Vessela Stancheva, the department acted for KBC Bank and Insurance Holding Company on the acquisition of 80% of the share capital of the Economic and Investment Bank (EIBank) and a 70% stake in DZI Insurance. The firm also acted for Hypo Investmentbank on the subscription of shares issued by Financia Group. Clients appreciate the firm for its ‘expertise and quality’.

Much of Spasov & Bratanov’s good reputation is down to the excellent financial legal skills of its managing partner Georgi Spasov, who is held in high esteem by the market. The firm is adept at handling structured share purchases and IPOs, and has a diverse client base of investment companies and funds, both foreign and domestic.

CMS Cameron McKenna in cooperation with Petkova & Sirleshtov Law Office has a small but successful capital markets team, guided by local partner Reneta Petkova and the firm’s Bulgarian managing partner David Butts. In 2008, the team was strengthened by the arrival of senior associate Teodora Ivanova, a Magister Juris Prudence from the University of Oxford. In 2008, the firm advised a major Scandinavian, government-owned strategic investor on the proposed bid and acquisition on the Bucharest and Sofia Stock Exchanges of the traded shares of a market-leading South East European manufacturing group. During the year, the firm also provided securities regulatory advice to Barclays Capital European Real Estate Finance Group.

Kambourov & Partners’ managing partner Vladimir Rangeloff and senior partner Yavor Kambourov are both recommended capital markets lawyers, praised by clients for their ‘foresight, attention to detail and the ability to speak the language of the business’. In 2008, the firm acted for Central Cooperative Bank, assisting the bank in increasing capital and listing approximately €8.7m of stock on the Bulgarian Stock Exchange. The firm also advised the Economic Investment Bank (EIBank) in a capital increase worth €30m. Additionally, the practice acted for the Law Debenture Trust Corporation, advising in relation to its position as trustee in the issuing of bonds to the value of €320m by Dutch company Balkan Steel Finance.

Penkov, Markov & Partners has a respected, well-established capital markets practice. The firm has acted for leading Bulgarian companies listed on the Bulgarian Stock Exchange , including the formerly state-owned BTC. Bond offerings, IPOs and share transfers are all areas in which the firm offer competent advice.

Tsvetkova Bebov & Partners (Landwell)’ partner Nikolay Bebov is considered a ‘first-rate lawyer for all things relating to capital markets’. In 2008, the firm acted for HSBC France in conjunction with a Macedonian firm, advising on close-out netting and related matters under ISDA Master Agreements in Macedonian law. The firm also acted for ING Fund Management on the registration, passporting and structuring of the distribution of two Luxembourg SICAV UCITS schemes in Bulgaria. Additionally, the firm advised EFG Securities on the complex question of the civil liability of lead managers in public offerings of securities.

Antoaneta Dimolarova is the partner responsible for the capital markets work at Antoaneta Dimolarova, Rozalina Gradinarova and Partners – Attorneys at Law.

Friendly, business-minded and responsive to questions,’ Arsov Natchev Ganeva are a growing five-partner firm advising Bloomberg in relation to activities in Bulgaria on an ongoing basis, in cooperation with US firm Willkie Farr & Gallagher LLP.

In 2008, Atanassov & Ivanov Law Firm acted for a Greek client on the incorporation of joint stock companies and the subsequent secondary public offering of securities on the Bulgarian Stock Exchange.

In 2008, Borissov Law Office continued to act for KD Group, Slovenia, advising it on its investment fund, active on the Sofia stock exchange.

Dobrev, Kinkin & Lyutskanov Law Firm advised Dexia Kommunalkredit Bulgaria, Encouragement Bank Sofia and DePfa Investment Bank in relation to a €120m bond issue for the Bulgarian State Railways.

Georgiev, Todorov & Co remains a legal consultant of the Bulgarian Stock Exchange, and continued to advise international investors in 2008 on the domestic capital market. Clients include Threadneedle Asset Management, the Benchmark Investment Fund and TBI Asset Management. The firm also provides ad hoc legal advice to the Financial Supervision Commission.

Kalaidjiev, Georgiev and Minchev has experience registering share issues with the Central Depository, registering constituent assemblies with the Securities Commission, advising on IPOs and updating prospects.

Dinova & Rusev Law Office’ capital markets work is led by banking expert Anelia Dinova. In 2008, the firm advised Grecotel Group on the public tender offer for the purchase of its securities, traded on the Sofia Stock Exchange. Other important clients include United Bulgarian Bank and EFG Eurobank Ergasias.

Key clients for Penev & Partners Law Offices are UK investor, Lewis Charles Securities London, and its Bulgarian subsidiary Lewis Charles Sofia Property Fund, both of which entities the practice advises on capital markets issues.

Having advised PRM OOD in 2007 on the creation of its SIP company, PRC, Popov & Partners subsequently advised PRC in 2008 on an IPO to raise BGN500,000.

Tokushev and Partners Law Office’s clients include Venus and BGI Group, both of whom the firm advised on listing on the Bulgarian Stock Exchange.

Yonev Valkov Nenov advised Capman Financial Group in 2008.

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Legal Developments in Bulgaria

Legal Developments and updates from the leading lawyers in each jurisdiction. To contribute, send an email request to
  • Bulgaria and Qatar Boost Investment Cooperation

    The Treaty between the Republic of Bulgaria and the Government of Qatar for Mutual Promotion and Investment Protection has been recently promulgated in the Bulgarian state gazette. The Treaty governs the relations between the two states regarding the investment activity on the territory of both countries. Its aim is to further intensify and develop the trade, economic and scientific-technical cooperation between the two republics by establishing conditions for fair and equitable treatment of investors.
    - Lex Locus Law Offices
  • A New Law on the Consumer Credit Is Under Way In Bulgaria

    The Council of Ministers of the Republic of Bulgaria has recently submitted to the Parliament a new Draft Law on the Consumer Credit. The draft adopts the requirements of Directive 2008/48/EC of the European Parliament and of the Council of 23 April 2008 on credit agreements for consumers and repealing Council Directive 87/102/EEC. In general the purpose of this law is to better protect the interests of consumers upon concluding consumer credit agreements. The highlights of this draft law are the following.
    - Lex Locus Law Offices
  • One euro is enough to register a company in Bulgaria

    A radical amendment to the Bulgarian Commercial Act has been recently introduced. The minimum capital amount required for the registration of a Limited Liability Company in Bulgaria has been decreased from BGN 5,000 to the symbolic amount of BGN 2. In other words one can register a company with a capital of EUR 1 only.
    - Lex Locus Law Offices
  • LAW ON THE RENEWABLE AND ALTERNATIVE SOURCES OF ENERGY AND BIOFUEL

    The Bulgarian Law on the Renewable and Alternative Sources of Energy and Biofuel implements Directive 2001/77/EC of the European Parliament and of the Council of 27 September 2001 on the promotion of electricity produced from renewable energy sources in the internal electricity market and Directive 2003/30/EC of the European Parliament and of the Council of 8 May 2003 on the promotion of the use of biofuel or other renewable fuels for transport.  It regulates the public relations aimed at promoting the production and consumption of electric, heat and/or cooling energy generated by renewable and alternative energy sources as well as the production and consumption of biofuel.  Within the meaning of this law renewable energy sources are defined as natural energy sources containing sunlight, wind, water and geo-thermal energy including energy generated by waves and high and low tides.  Alternative energy sources are defined to be hydrogen, waste products generated as a result of technological process.  Biofuel is liquid or gaseous fuel for transport produced from biomass.
    - Lex Locus Law Offices
  • Role of Endorsement with Interim Certificates

    This article focuses only on cases of commercial transactions for transfer of registered shares and the right to acquire them, respectively. Cases of transferring bearer shares, as well as dematerialised shares, will not be a matter of review in this article. Irrefutably, the transfer of shares is a commercial transaction as defined by the Commerce Act. However, in order for the title over the registered materialised share to be validly transferred to the new transferee, a unilateral statement of will should be made by the transferor by way of an endorsement. The endorsement, itself, is not a component of the factual elements contained in the contract for purchase and sale of a given registered share but constitutes a separate formal abstract transaction.
    - Penkov, Markov & Partners
  • A Perilous Undertaking: Competition on Equal Footing with Prohibited Agreements and Abuse of Dominan

    The new Competition Protection Act was enforced on 1 December 2008, more than one year after the public announcement of the draft act and its introduction by the Commission for Protection of Competition (CPC; the Commission) to the Council of Ministers. It was surprising that the chapter which regulates the different events of unfair competition was reinstated in the final text, tabled by the Council of Ministers and adopted by the National Assembly.
    - Penkov, Markov & Partners
  • Taxation of Non-cash Income of Natural Persons

     
    - Penkov, Markov & Partners
  • Mergers and Acquisitions 2009 - Bulgaria

    A practical insight to cross-border Mergers and Acquisitions.
    - Schönherr
  • RECENT LEGISLATIVE CHANGE BOOSTS INVESTMENT IN BULGARIA

    The recent changes in the Bulgarian Investment Promotion Act (amend. as of 2nd of June, 2009) that are in compliance with the requirments under the Regulation (EC) No 800/2008 facilitate the implementation of significant investment projects in Bulgaria. Prior to the recent legislative changes promotional measures used to be applied to investment projects in the following economic sectors only:(a) Industrial sectors: manufacturing industry and production of electricity from renewable energy sources; and (b) Service sectors: high technology activities in computer technologies, research and development, as well as education and human health care.
    - Lex Locus Law Offices
  • Procedure on the issuance of Permanent Residence Permit in Republic of Bulgaria, recent amendments

    Permanent Residence Permit (PRP) is a special residence permit which allows the living of foreigners in Republic of Bulgaria for an unlimited period of time. The basic act regulating the issuance of PRP is the Act for the Foreigners in Republic of Bulgaria (AFRB), amended on 15th of May 2009. One of the most important changes affects the procedure for issuance of PRP.
    - Ilieva, Voutcheva & Co Law Firm

Press releases

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